RESOLUTION 2011-1

WHEREAS, the City desires to pursue grants from all available or part, improvements for the benefit of City residents and visitors.WHEREAS, the Johnson City Council has determined that, at this time, contracting witha grant researcher/writer is more advantageous than hiring personnel to pursue such for the City.WHEREAS, the previous agreement for the grant writing services of Daniel Hale hasbeen advantageous for the City and a good working relationship currently exists.WHEREAS, the attached Contract for Services to obtain the services of Daniel Hale toresearch and write grant proposals for the various departments and needs of the City willaccomplish the desires of the Council and is in the best interest of City residents.NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITYOF JOHNSON, ARKANSAS, THAT:1. That the attached contract for grant research/writing of grantproposals/applications on behalf of the City of Johnson, Arkansas, with Daniel Hale is herebyapproved and accepted, all work provided by Mr. Hale since 12-31-2010, is hereby ratified andconfirmed.2. The Mayor and Recorder/Treasurer are authorized to take such steps as arenecessary to execute the contract on behalf of the City obtaining for the citizens of Johnson thesendees described therein and to make payment as called for in such contract.

CONTRACT FOR SERVICESTHIS CONTRACT FOR SERVICES is made and entered into the " day ofFebruary, 2011, by and between the City of Johnson, Arkansas, hereinafter, City, and DannyHale, hereinafter, Hale.WITNESS:WHEREAS, City desires to engage Hale to assist City, and Hale is willing to assist theCity, in writing and processing grant applications on the terms and conditions set forth herein:NOW, THEREFORE, in consideration of the premises and the mutual covenants andconditions herein contained, City and Hale agree as follows:TERM: This Contract and Kale's performance hereunder shall be for a period of twenty-four(24) months commencing January 1, 2011, and terminating December 31, 2012, unless soonerterminated pursuant to the provisions hereinafter set forth. The parties may extend thisagreement one (1) year by written extension signed not later than December 1, 2012 by bothparties, authority of City officials shall be with consent of majority of City Council.DUTIES OF HALE: Hale shall provide the sendees set forth in the Statement of Work, whichis attached hereto as Exhibit A and made a part hereof, and such other services as the parties mayhereafter agree in writing.DUTIES OF CITY: City shall provide the following to Hale in connection with Hale'sperformance of sendees hereunder:City will make available to Hale department heads and others as necessary to providehistorical information, current information and projected trends and information on futuregrowth and development, also reasonably necessary assistance by City personnel to helpHale in providing the services set forth at Exhibit A.Accessibility and availability, as deemed necessary by the Mayor of Johnson, to businessand financial information to assist Hale in connection with his performance of thesendees set forth at Exhibit A.CONSIDERATION: As compensation for services to be provided by Hale, City agrees to payunto Hale compensation from the Johnson General Fund as follows:1) a sum equal to ten percent (10%) of the first Fifty Thousand Dollars ($50,000.00)in grant funds received by City for each application year; and,2) a sum equal to five percent (5%) of all grant funds received by City for eachapplication year in excess of Fifty Thousand Dollars ($50,000.00).

3) for purposes of calculating compensation to be paid Hale by City, an "applicationyear" shall be the twelve month period (January 1 through December 31) duringwhich a grant application is submitted to the proper authority. The initial termwill be from the effective date of this agreement until December 31, 2012. Allgrants submitted, as aforesaid, for which full or partial funding is received by Cityshall be considered for the year the grant was submitted, not for the year funds arereceived. However, payment by City is due within ten (10) days of receipt byCity of the grant funds irrespective of the date the grant application wassubmitted.EXPENSES AND CHARGES: Hale may not incur or bill expenses in conjunction with theperformance of his services pursuant to this contract to City unless expressly authorized inadvance by the City Council.INDEPENDENT CONSULTANT: The parties understand and agree that Hale shall at all timesbe considered an independent consultant, rather than a co-venture, agent, employee or officer ofthe City, and that Hale shall not hold himself out to the public or anyone else, as a co-venture,agent, employee, or officer of the City. Hale shall develop his business by whatever means andmethods he deems necessary and at his own discretion. Hale shall be free to devote to hisbusiness such portion of his time, energy, effort and skills he sees fit without interference fromCity except where otherwise referenced in this Contract. Hale's work schedule shall bedetermined solely by Hale, except where City requests limited accessibility during its operatinghours. In conducting his business, Hale:(I) Shall not be subjected to control or supervision by City;(II) Shall work on an irregular basis;(III) Shall work at such times as he may elect; and(IV) Shall work at such locations as he deems necessary.City acknowledges and agrees that Hale may engage, directly or indirectly, in any business thatHale may determine, and is not required to devote all his energy and attention exclusively for thebenefit of City. Since Hale shall fulfill his responsibilities independent of, and withoutsupervisory control by the City, Hale shall not be subject to the provisions of any rulesapplicable to employees of City. The Consultant shall make no false or misleadingrepresentations with respect to City or Hale's relationship to City.Nothing contained in this Contract shall be regarded as creating any relationship between theparties other than independent consultant relationship as set forth herein. Hale hereby agrees notto claim or assert, or to support third party assertion of the existence of, an employer/employeeor joint venture relationship between Hale and City. As an independent, Hale, understands,agrees, and acknowledges that he is responsible to secure, at his own cost and/or expense,worker's compensation and any other insurance as may be appropriate or required by law.

Hale shall have no authority:(i) to bind the City in any manner for any purpose or,(ii) to assume or create any obligation of any kind, expressed or implied., on behalf ofCity.City will not provide, nor will it be responsible to pay for any benefits for Hale, including but notlimited to health insurance, paid vacations, paid holidays, paid sick leave or disability insurancecoverage of whatever nature. Any such benefits shall be secured and paid for by Hale.The parties agree that the payments from City to Hale:(i) constitute ordinary income to Hale;(ii) are deductible from the federal gross income of the City as an ordinary andnecessary business expense under Section 162 of the Internal Revenue Code of1986, as amended; and(iii) do not constitute wages for purposes of the Federal Income Contributions Act(PICA) but constitute earnings from self-employment for purposes of PICA.Hale hereby acknowledges that, as an independent consultant (non-employee), he is responsiblefor the payment of all his own federal income taxes and self-employment taxes together with anyand all corresponding state, local, and county taxes, and Hale hereby agrees to meet suchresponsibilities. Hale hereby waives and releases any claims he has or may have against the Citynow or the future respecting such taxes or in the failure of City to withhold, pay or contribute tosuch taxes on behalf of Hale. Such waiver and release are material considerations for thisContract. The parties agree to file tax returns and pay taxes consistent with such intentions, toresist (and cooperate with each other in resisting) any assertion to the contrary by anygovernment agencies, and to indemnify each other from and against an}' loss or expense byreason of breach of such agreement. Such agreement and obligations shall survive terminationor expiration of this contract.CONFIDENTIALITY OF THE CITY'S INFORMATION: Hale acknowledges being advisedthat certain data, materials and information may be disclosed to him hereunder by City. Haleagrees to protect the confidentiality of the aforementioned information and to not disclose it ordiscuss it with other parties without the prior consent of City; provided, however, that:(i) In the event Hale receives a subpoena or other validly issued administrative orjudicial process or order requesting the release of the aforementioned information,Hale shall provide prompt notice to City of such receipt, and Hale shall thereafterbe entitled to comply with subpoena or other process to the extent permitted bylaw; and,(ii) Hale may use or disclose information (including, but not limited to ideas,concepts, know how, techniques, and methodologies):

previously known to him;(b) independently developed by him;(c) acquired by him from a third party which is not, to his knowledge,under an obligation to City not to disclose such information; or(d) which is or becomes publicly available through no breach of thisContract.OWNERSHIP OF DOCUMENTS AND MATERIALS: All original final plans and reportsand other formal original documents prepared or developed by Hale pursuant to this Contract(the "Deliverables") shall, upon City tendering of all amounts payable hereunder, become theexclusive property of City. Hale shall; however, be entitled to retain his work papers and anyother materials developed hereunder that are not defined herein as Deliverables. Except asprovided below, use of the Deliverables, other than related to the performance by Hale of hissendees hereunder, without the prior consent of the City is prohibited. This Contract shall not,however, preclude Hale from developing other original documents for himself, or for others,which are based upon ideas, concepts, know how, and techniques related to the scope of Hale'ssendees and used in the course of providing his sendees to City (provided they contain nospecific identifiable elements unique to City or its operations) irrespective of their similarity tothe Deliverables which may be delivered to City pursuant to this Contract.TERMINATION: Either party hereto may tenninate this Contract and Hale's performancehereunder by providing the other with at least thirty (30) days prior written notice of termination,provided, however, that this Contract and Hale's performance hereunder shall immediatelyterminate in the event City's funding is decreased or terminated. Termination of this contract byeither party shall not excuse performance or payment for services rendered during the executedterm of the Contract as/when funds are received. Continued follow up services by Hale ongrants previously applied for, after a termination event shall be at the discretion of the City.SUCCESSORS AND ASSIGNEES: This Contract and all its terms, Covenants and conditionsshall be binding on, insure to the benefit of and be enforceable by the parties hereto and ispersonal to the parties hereto. Neither party hereto may assign this agreement to another withoutprior written permission by the no assigning party.GOVERNING LAW: This Contract shall be construed in accordance with and governed byArkansas Law, and suit, if any, must be brought in the State of Arkansas, Washington County.WAIVERS AND AMENDMENTS: This Contract may be amended, superseded, canceled,renewed or extended, and its terms or covenants may be waived, only by a written instrumentexecuted by the parties hereto, and in the case of waiver, executed by the party waivingcompliance. The failure of any party at any time to require performance of any provision hereofshall in no manner affect its right at a later time to enforce the same. No waiver by any party orthe breach of any term or covenant contained in this Contract, whether by conduct or otherwise.

in any one more instances, shall be deemed to be, or construed as, a further or continuing waiverof any breach, or a waiver of the breach of any similar or dissimilar term or covenant containedherein, at the same or any prior or subsequent time. The parties reserve the right by mutualwritten consent, to amend, modify, supersede, and cancel this Contract, or to waive the terms orconditions hereof, without the consent of any other person (natural or otherwise) not a party tothis Contract.ENTIRE CONTRACT: This Contract sets forth the entire understanding and agreementbetween the parties hereto with respect to the subject matter hereof and supersedes all prioragreements, arrangements and understanding, written or oral, relating to the subject matterhereof.INVALIDITY: The invalidity or lack of enforceability of any provision of this Contract shallnot affect the validity and continuing effectiveness of any other provision hereof.HEADINGS: The headings contained in this Contract are for reference purposes only and shallnot affect the meaning or interpretation of this Contract.COUNTERPARTS: This Contract may be executed simultaneously hi several identicalcounterparts, each of which shall be deemed an original but all of which together shall constituteone and the same instrument. In making proof of this Contract, it shall not be necessary toproduce or account for more than one such counterpart.IN WITNESSES WHEREOF, Hale and City has executed this Contract for services as ofthe date and year first written above.